Fill and Sign the Louisiana Dissolution Package to Dissolve Limited Liability Company Llc Louisiana Form

LIMITED LIABILITY COMPANY DISSOLUTION (BY AFFIDAVIT) LOUISIANA Electronic Version STATUTORY REFERENCE LOUISIANA REVISED STATUTES, §§ 12:1335.1 INTRODUCTORY NOTES AND LAW SUMMARY In Louisiana, there are extensive statutory provisions addressing limited liability dissolution. However, the quickest and most efficient method of dissolution is dissolution by affidavit. If a LLC is not doing business and owes no debts, it may be dissolved by filing an affidavit with the secretary of state. The affidavit, which must be executed by the members or by the organizer(s) if no membership interests have been issued, must attest that the LLC is not doing business and owes no debts and request that the corporation be dissolved. The important distinction between this method of dissolution and the other methods provided by statute is that the members (or the organizers if no membership interests have been issued) remain, after dissolution, personally liable for any debts or claims, if any, against the LLC in proportion to their ownership in the LLC . Other methods of dissolution are beyond the scope of this package. STEPS AND GUIDELINES TO DISSOLVE A LOUISIANA LIMITED LIABILITY COMPANY If the LLC has not issued any membership interests or does not have any unpaid liabilities, then it may be dissolved by filing an Affidavit to Dissolve LLC. SEE FORM 1 - AFFIDAVIT TO DISSOLVE LIMITED LIABILITY COMPANY 1. Note that the Affidavit must be executed (signed) before a Notary Public. 2. Provide the State and Parish/County name. 3. Provide the LLC name. 4. Indicate if the Affidavit is being filed by the member(s) or the organizer(s). 5. Have the Members / Organizers sign the Affidavit in front of a Notary Public. 6. The Notary Public will notarize the Affidavit. 7. File the original and two copies of the Affidavit. 8. The filing fee is $75.00. Mail the original and two copies of the AFFIDAVIT TO DISSOLVE LIMITED LIABILITY COMPANY and the $75.00 filing fee (make check payable to Secretary of State) to: Secretary of State Commercial Division P.O. Box 94125 Baton Rouge, Louisiana 70804-9125 Telephone: 225-925-4704 A cover letter to send with AFFIDAVIT TO DISSOLVE LIMITED LIABILITY COMPANY is included herewith. SEE FORM 2 - TRANSMITTAL LETTER The following forms are also included for your convenience: FORM A - RESOLUTION OF MEMBERS/ORGANIZERS FORM B - NOTICE OF MEETING FORM C - WRITTEN CONSENT Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 AFFIDAVIT TO DISSOLVE LLC Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/LA/LA-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. SUBMIT THE INCLUDED “ TRANSMITTAL INFORMATION ” FORM WITH YOUR AFFIDAVIT. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Commercial Division P.O. Box 94125 Baton Rouge, Louisiana 70804-9125 Re: Affidavit of Dissolution of LLC Dear Sir: Enclosed please find an original and two copies of an Affidavit to Dissolve Limited Liability Company and the filing fee of $75.00. Please file and provide filed copies to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM A RESOLUTION OF MEMBERS/ORGANIZERS RESOLUTION OF THE MEMBERS/ORGANIZERS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _______________________________________________________________, a Louisiana limited liability company, upon motion duly made and seconded, the following resolution was adopted by a majority of the Members/Organizers present in person entitled to vote thereon: RESOLVED by the Members/Organizers of the LLC as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Member/Organizer _____________________________________ Member/Organizer _____________________________________ Member/Organizer Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF MEMBERS OF _______________________________________ Pursuant to the By-Laws of the LLC, a special meeting of the Members of _______________________________________________________________, a Louisiana LLC is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek member approval of the Resolution to Dissolve. This Notice given on this the _________ day of ___________, 20___, by the by mailing a true and correct copy of this Notice to the address of each member of the limited liability company at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE MEMBERS/ORGANIZERS WRITTEN CONSENT OF THE MEMBERS/ORGANIZERS OF _________________________________ The undersigned, being all the members of _______________________________________, a Louisiana limited liability company, hereby consent to the dissolution of the company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member